<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
RENTAL SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 7353 33-0569350
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA 85260
(602) 905-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------
MARTIN R. REID
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
RENTAL SERVICE CORPORATION
14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA 85260
(602) 905-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
COPIES TO:
ELIZABETH A. BLENDELL, ESQ. LARRY A. BARDEN, ESQ.
LATHAM & WATKINS SIDLEY & AUSTIN
633 WEST FIFTH STREET ONE FIRST NATIONAL PLAZA
SUITE 4000 SUITE 4400
LOS ANGELES, CALIFORNIA 90071 CHICAGO, ILLINOIS 60603
(213) 485-1234 (312) 853-7000
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-26753
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
TITLE OF ADDITIONAL ADDITIONAL MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................ 552,000 $19.875 $10,971,000 $3,325
============================================================================================================
</TABLE>
(1) Includes 72,000 shares subject to an over-allotment option granted to the
Underwriters.
================================================================================
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both promulgated under the Securities Act of
1933, as amended, to register an additional 552,000 shares of Common Stock, par
value $.01 per share, of Rental Service Corporation. The undersigned Registrant
hereby incorporates by reference herein the contents of Registration Statement
No. 333-26753.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $3,325 for the additional shares of
Common Stock being registered hereby as soon as practicable (but in any event no
later than the close of business on May 30, 1997); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank during regular business hours on May 30, 1997.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale,
State of Arizona, on May 30, 1997.
RENTAL SERVICE CORPORATION
By: /s/ MARTIN R. REID
--------------------------------------
Martin R. Reid
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MARTIN R. REID Chairman of the Board and Chief May 30, 1997
- --------------------------- Executive Officer (Principal
Martin R. Reid Executive Officer)
/s/ ROBERT M. WILSON Senior Vice President, Chief May 30, 1997
- --------------------------- Financial Officer, Secretary and
Robert M. Wilson Treasurer (Principal Financial
and Accounting Officer)
/s/ WILLIAM M. BARNUM, JR. Director May 30, 1997
- ---------------------------
William M. Barnum, Jr.
Director May 30, 1997
- ---------------------------
James R. Buch
/s/ CHRISTOPHER A. LAURENCE Director May 30, 1997
- ---------------------------
Christopher A. Laurence
Director May 30, 1997
- ---------------------------
Eric L. Mattson
/s/ BRITTON H. MURDOCH Director May 30, 1997
- ---------------------------
Britton H. Murdoch
Director May 30, 1997
- ---------------------------
John G. Quigley
/s/ FREDERICK J. WARREN Director May 30, 1997
- ---------------------------
Frederick J. Warren
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<C> <S> <C>
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of McGladrey & Pullen, LLP.
23.5 Consent of Latham & Watkins (included in Exhibit 5.1).
</TABLE>
<PAGE>
EXHIBIT 5.1
LATHAM & WATKINS
Attorneys At Law
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone (213) 485-1234
Fax (213) 891-8763
May 30, 1997
Rental Service Corporation
14505 N. Hayden Road, Suite 322
Scottsdale, Arizona 85260
Re: Registration Statement on Form S-1
552,000 Shares of Common Stock,
par value $.01 per share
----------------------------------
Ladies and Gentlemen:
In connection with the registration of 552,000 shares of common stock,
par value $.01 per share (the "Shares") of Rental Service Corporation, a
Delaware corporation (the "Company"), under the Securities Act of 1933, as
amended, pursuant to a Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Commission") on May 30, 1997 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
<PAGE>
LATHAM & WATKINS
Rental Service Corporation
May 30, 1997
Page 2
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws or as to any matters of municipal law or the laws of any local
agencies within the state.
Subject to the foregoing, it is our opinion that as of the date hereof
the Shares have been duly authorized, and upon issuance, delivery and payment
therefor in the manner contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to you filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to all references to our firm included in or made a part of this
Registration Statement and the incorporation by reference in this Registration
Statement of Rental Service Corporation for the registration of 552,000 shares
of its common stock of our reports dated February 28, 1997, with respect to the
consolidated financial statements and schedules of Rental Service Corporation as
of December 31, 1995 and 1996 and for each of the three years in the period
ended December 31, 1996, included in the Registration Statement (Form S-1 No.
333-26753) and related Prospectus of Rental Service Corporation for the
registration of 5,520,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
May 29, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Rental Service Corporation for the registration of 552,000 shares of its common
stock of our report dated March 30, 1995 with respect to the consolidated
financial statements of Acme Holdings Inc. as of December 31, 1993 and 1994, and
for each of the three years in the period ended December 31, 1994, included in
the Registration Statement (Form S-1 No. 333-26753) and related Prospectus of
Rental Service Corporation for the registration of 5,520,000 shares of its
common stock.
/s/ ERNST & YOUNG LLP
Orange County, California
May 29, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to all references to our firm included in or made a part of this
Registration Statement and the incorporation by reference in this Registration
Statement of Rental Service Corporation for the registration of 552,000 shares
of its common stock of our report dated May 6, 1997 with respect to the combined
financial statements of Industrial Air Tool as of March 31, 1996 and 1997 and
for the years then ended, included in the Registration Statement (Form S-1 No.
333-26753) and related Prospectus of Rental Service Corporation for the
registration of 5,520,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
May 29, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm included in or made a part of this
Registration Statement and the incorporation by reference in this Registration
Statement of Rental Service Corporation for the registration of 552,000 shares
of its common stock of our report dated April 26, 1997 with respect to the
financial statements of Brute Equipment Co. as of December 31, 1995 and 1996 and
for each of the years then ended, included in the Registration Statement
(Form S-1 No. 333-26753) and related Prospectus of Rental Service Corporation
for the registration of 5,520,000 shares of its common stock.
/s/ McGLADREY & PULLEN, LLP
Moline, Illinois
May 29, 1997
